GIBRALTAR Law and Practice Contributed by: Adrian Pilcher, Stuart Dalmedo and Louise Anne Turnock, ISOLAS LLP
conducted in a manner that is unfairly prejudicial to the members (or a percentage of them). Unfair prejudice claims are usually brought by minority shareholders in situations where they feel that their rights have been infringed by the major - ity shareholders or by the board of directors. The complaint may be based on past, present or even anticipated future events, and the court has expansive powers in this regard, including: • the power to order the company to take or refrain from taking certain actions; and • the power to order the company to amend its articles. 5.5 Disclosure by Shareholders in Publicly Traded Companies There are no disclosure or other obligations on shareholders or ultimate beneficial owners in publicly traded companies. 6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Annual Return Every company is required to deliver, at least once in every calendar year, an annual return to Companies House, setting out particulars relat - ing to the company as specified in the Com - panies Act. The annual return is a snapshot of certain information relating to a company, which includes: • the name of the company; • the company’s registered number; • the company’s registered office address; • details of the company’s directors and secre - tary; and • details of the company’s share capital, includ - ing its shareholders.
Companies are also required to provide in their annual return details of their main activity. There is a prescribed format for the annual return, which can be found in Schedule 5 of the Com - panies Act. The Companies Act establishes a separate regime in respect of the filing of annual returns by collective investment schemes. If a company notifies Companies House that it is a collective investment scheme, licensed, authorised or oth - erwise regulated under the FSA, then in the case of such a collective investment scheme (which is not a private fund) the annual return can omit details of shareholders and shareholding and is only required to include the amount of author - ised and issued share capital, respectively. All other particulars required under the annual return would still need to be completed. An experienced investor fund, for instance, could take advantage of this exemption. In both of the aforementioned cases, the annual return must be delivered within 30 days after the date up to which the annual return is made. Private funds are required to deliver an annual return in the prescribed format, although they must deliver the return within six months after the date up to which the annual return is made. In addition, the Companies Act requires pri - vate funds to deliver a statement of allotments, redemptions and purchase of own shares, together with every annual return. This in turn replaces the requirement for these types of col - lective investment schemes to deliver a return of allotment every time they make an allotment of shares and to notify Companies House eve - ry time they make a redemption. A collective investment scheme which is not a private fund (for instance, an experienced investor fund) is neither required to complete a statement of allot -
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